End User License Agreement

for team neusta GmbH
Konsul-Smidt-Strasse 24
28217 Bremen, Germany

Phone: +49 421 20696 - 0
Fax: +49 421 20696 - 99
Email: atlassian@team-neusta.de

 

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.

 

I. General

1.    SCOPE

This end user license agreement (hereinafter referred to as the “agreement”) is between you (hereinafter referred to as the “customer”) and team neusta GmbH, Konsul-Smidt-Strasse 24, 28217 Bremen. The provisions of this contract apply exclusively. Customer conditions that contradict or deviate from the provisions of this contract do not apply, unless team neusta GmbH expressly agrees to their validity on an individual basis.

By downloading and using the app, the customer agrees to the validity of this agreement. If the customer does not or does not fully agree to the following provisions, the customer may not download or use the app.


2.    ABOUT THE APP

team neusta GmbH provides the customer with the app via the Atlassian Marketplace operated by Atlassian Pty Ltd, c/o Atlassian, Inc., 350 Bush Street, Floor 13, San Francisco, CA 94104 (hereinafter referred to as “Atlassian”) at 

marketplace.atlassian.com. However, this agreement is exclusively between the customer and team neusta GmbH. In addition to the provisions of this agreement, Atlassian’s Terms and Conditions apply, in particular the conditions for the use of the Atlassian Marketplace available at

https://www.atlassian.com/licensing/marketplace/termsofuse.

The customer is equally obliged to comply with the same.


3.    LICENSING MODELS

The customer has the option of permanently acquiring rights to use the app via the Atlassian Marketplace for a one-off payment and then downloading the app and running it on its own servers (“server model”). In addition to these General Terms and Conditions, the special terms and conditions under Section II herein shall apply to this model.

Alternatively, the customer has the option of acquiring rights to use the app for a limited period of time via the Atlassian Marketplace against payment of a fee (“data center model”). In addition to these General Terms and Conditions, the special terms and conditions under Section III herein shall apply to this model.
 

II. SPECIAL TERMS AND CONDITIONS FOR THE PURCHASE OF THE APP (Server Model)

With this model, the customer is planning the permanent use of the team neusta GmbH app in its company. The customer acquires the rights to use the app from team neusta GmbH on the basis of the following Terms and Conditions.


4.    SCOPE

This agreement is for team neusta GmbH to provide the customer with the app its object code on a permanent basis along with the rights required for its contractual use in accordance with §5 herein.

This agreement also includes the support services of team neusta GmbH per §6 for the duration of one calendar year after the customer purchases the app. 

The properties and functionality of the app owed by team neusta GmbH are ultimately those included with its licensing key. The information contained therein is to be understood as a description of services and not as guarantees. Any statements made by team neusta GmbH are deemed to be guarantees only if expressly designated as such. The hardware and software environment within which the app is to be used is also specified in the license certificate. The customer is responsible for providing the hardware and software environment in accordance with these requirements.

The customer is familiar with the main product and functional features of the app and has checked whether the nature of the app corresponds to its wishes and needs.

Installation and configuration services by team neusta GmbH are not part of this agreement.


5.    GRANTING OF RIGHTS

team neusta GmbH grants the customer the non-exclusive, permanent, non-transferable and non-sublicensable right to use the app to the extent granted herein and in the license certificate. The contractual use of the app includes in particular downloading it from the Atlassian Marketplace, its installation on the customer’s server, and its subsequent use by the customer as intended.

Per §158 para. 1 of the German Civil Code (BGB), the rights transfer is conditioned to the customer’s payment of the invoice issued by team neusta GmbH.

The app is protected by a licensing key; the customer will receive the license key for the use of the app after full payment of the fee.

If the customer uses the app to an extent that exceeds the license either qualitatively (with regard to the type of permitted use) or quantitatively (with regard to the number of licenses acquired), it agrees to acquire the usage rights necessary for the permitted use without delay. If it fails to do this, team neusta GmbH will assert the rights to which it is entitled.


6.    SUPPORT

team neusta GmbH will provide the customer for the duration of one calendar year after the customer has purchased the app such services as may be necessary to maintain and restore the operational readiness of the app in its current version (support services).

team neusta GmbH will provide the support services taking into account generally recognized process descriptions and industry standards and through staff who are qualified to provide the same.

team neusta GmbH will provide the support services within the following service hours:

Monday to Friday from 9 a.m. to 5 p.m., with the exception of public holidays at its place of business.


7.    FEES AND PAYMENT DEADLINES

The amounts and due dates of the fees are set forth on the Atlassian Marketplace.


8.    FREEDOM FROM THIRD PARTY RIGHTS

team neusta GmbH guarantees that the app is free from third-party property rights that would restrict or exclude the contractual use of the app by the customer.

team neusta GmbH assumes sole and unlimited liability to those who claim that the app is in violation of such rights.

If the contractual use of the app by the customer is impaired by third-party rights, team neusta GmbH has the right, to an extent that is reasonable for the customer, either to change the app so that it is no longer subject to said rights or to obtain permission that would ensure that the app can be used as agreed without any restrictions or additional costs for the customer.

If the customer is responsible for the infringement of property rights, claims against team neusta GmbH are excluded.


9.    WARRANTY

team neusta GmbH guarantees that the app will have the agreed quality in accordance with the product description and that it will not have defects that could impair its usability as required herein. Insignificant impairments are excluded.

team neusta GmbH is not liable for defects arising from customer use of the app in a hardware and/or software environment that does not meet the requirements specified in the license certificate or for which the app has not been expressly approved.

If the customer is an entrepreneur, it must check the app for obvious defects immediately upon receipt and notify team neusta GmbH immediately of any defects. Otherwise a guarantee for the aforementioned defects is expressly excluded. This also applies accordingly if such a defect appears later. §377 of the German Commercial Code (HGB) applies.

If the app has material defects, team neusta GmbH is entitled to make subsequent improvements or replacement deliveries as part of any required supplementary performance. The supplementary performance can also take place by handing over a new version of the app or a workaround. If the material defect does not affect the functionality of the app or only does so insignificantly, team neusta GmbH is entitled to remedy the material defect by delivering a new version of the app or an update as part of its version and update planning, excluding further claims for defects by the customer.

Should the improvement or replacement delivery fail, the customer can withdraw from this agreement upon expiry of a reasonable grace period, reduce the fees owed, or demand reimbursement for wasted expenses.

The warranty period is 12 months and begins when the customer downloads the app.

If the customer is a consumer, the statutory warranty rules apply without restriction.


10.    LIABILITY

team neusta GmbH is liable in all cases of contractual and non-contractual liability for damages due to its willful intent or gross negligence, for injury to life, limb or health, in accordance with the provisions of the Product Liability Act, and within the scope of a guarantee expressly assumed by team neusta GmbH.

In the event of a slightly negligent breach of a duty that is essential to the purpose of the contract, the liability of team neusta GmbH for the damages is limited to an amount that is predictable and typical for the kind of transaction in question.

team neusta GmbH disclaims any further liability. The limitation of liability also applies to the personal liability of its employees, representatives, and organs.
 

III. SPECIAL RULES FOR THE RENTAL OF THE APP

With this model, the customer is planning to use of the team neusta GmbH app in its company for a defined term. team neusta GmbH grants the customer the use of their app for a limited period of time on the basis of the following provisions and will provide the customer with the latest version of the app for this purpose.


11.    SUBJECT MATTER OF THE CONTRACT

This agreement is for team neusta GmbH to provide the customer with the app its object code for the duration of the agreement along with the rights required for its contractual use in accordance with §12 herein.

The properties and functionality of the app owed by team neusta GmbH are ultimately those included with its licensing key and the app’s product description. The information contained therein is to be understood as a description of services and not as guarantees. Any statements made by team neusta GmbH are deemed to be guarantees only if expressly designated as such. The hardware and software environment within which the app is to be used is also specified in the license certificate.

The customer is familiar with the main product and functional features of the app and has checked whether the nature of the app corresponds to its wishes and needs.

Installation and configuration services by team neusta GmbH are not part of this agreement.


12.    GRANTING OF RIGHTS

team neusta GmbH grants the customer the non-exclusive, non-transferable and non-sublicensable right to use the app for the term of this agreement to the extent granted herein and in the license certificate. The contractual use of the app includes in particular downloading it from the Atlassian Marketplace, its installation, and its subsequent use by the customer as intended.

Per §158 para. 1 of the German Civil Code (BGB), the rights transfer is conditioned to the customer’s payment of the invoice issued by team neusta GmbH.

The app is protected by a licensing key; the customer will receive the license key for the use of the app after full payment of the fee.

If the customer violates any of the above provisions, all licenses granted herein are forfeited immediately and automatically revert to team neusta GmbH. In this case, the customer must immediately and completely stop using the app.


13.    LICENSING FEES AND PAYMENT DEADLINES

The amounts and due dates of the fees are set forth on the Atlassian Marketplace.


14.    FREEDOM FROM THIRD PARTY RIGHTS

team neusta GmbH guarantees that the app is free from third-party property rights that would restrict or exclude the contractual use of the app by the customer.

team neusta GmbH assumes sole and unlimited liability to those who claim that the app is in violation of such rights.

If the contractual use of the app by the customer is impaired by third-party rights, team neusta GmbH has the right, to an extent that is reasonable for the customer, either to change the app so that it is no longer subject to said rights or to obtain permission that would ensure that the app can be used as agreed without any restrictions or additional costs for the customer.

If the customer is responsible for the infringement of property rights, claims against team neusta GmbH are excluded.


15.    MAINTENANCE

team neusta GmbH warrants that the contractually agreed quality of the app will be maintained during the term of the agreement and that the contractual use of the app by the customer does not conflict with any third-party rights. team neusta GmbH will rectify any material or legal defects in the app within a reasonable period of time.

The customer is obliged to notify team neusta GmbH in writing of defects in the app immediately after they are discovered, describing the time and details of the occurrence of the defects.


16.    LIABILITY

team neusta GmbH is liable in all cases of contractual and non-contractual liability for damages due to its willful intent or gross negligence, for injury to life, limb or health, in accordance with the provisions of the Product Liability Act, and within the scope of a guarantee expressly assumed by team neusta GmbH.

In the event of a slightly negligent breach of a duty that is essential to the purpose of the contract, the liability of team neusta GmbH for the damages is limited to an amount that is predictable and typical for the kind of transaction in question.

team neusta GmbH disclaims any further liability. The limitation of liability also applies to the personal liability of its employees, representatives, and organs.


17.    TERM

The agreement is concluded for the duration of a calendar year (minimum contract term) and begins with the purchase on the my.atlassian.com portal.

The customer can extend the term of the contract by a further calendar year by paying an additional fee (extension period).

In the event that the contract is terminated after the minimum contract period or after an extension period has expired, the customer must completely stop using the app.

IV. FINAL PROVISIONS

The law of the Federal Republic of Germany, with the exception of the UN sales law, applies to the contract between team neusta GmbH and the customer. 

If the customer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes is the headquarters of team neusta GmbH.

Any amendments, addenda and/or specifications to this agreement must be in writing as set forth in §126 b BGB.

The rest of the agreement shall remain binding even if individual provisions prove to be legally invalid. The statutory provisions, if any, shall replace the invalid individual ones.


Updated: January 2021